Unassociated Document


    Exhibit
10.1

    2009
Equity Incentive Plan

    


    2009
EQUITY INCENTIVE PLAN

    OF
CHINA GREEN AGRICULTURE, INC.

    


    SECTION
1.   Overview

     

    1.1           Purpose.  The purpose of the 2009
Equity Incentive Plan (the “Plan”) is to advance and promote the interests of
China Green Agriculture, Inc. (the “Corporation”) and its Subsidiaries [as
defined under sub-section 1.2(mm)] by providing employees, consultants and
advisors of the Corporation or its Subsidiaries with an incentive to achieve
corporate objectives, to attract and retain employees, consultants and advisors
of outstanding competence and to provide such individuals with an
equity interest in the Corporation through the acquisition of Common Stock
and by providing for payments to such individuals based on the appreciation in
value or value of such Common Stock.  The Plan is intended to be
construed as an employee benefit plan that satisfies the requirements for
exemption from the restrictions of Section 16(b) of the Securities Exchange Act
of 1934, as amended, pursuant to the applicable rules promulgated
thereunder.

     

    1.2           Definitions.  The
following definitions are applicable to the Plan:

     

    (a)              “Affiliate”
means each of the following: (a) any Subsidiary; (b) any Parent; (c) any
corporation, trade or business (including, without limitation, a partnership or
limited liability company) which is directly or indirectly controlled 50% or
more (whether by ownership of stock, assets or an equivalent ownership interest
or voting interest) by the Company; (d) any corporation, trade or business
(including, without limitation, a partnership or limited liability company)
which directly or indirectly controls 50% or more (whether by ownership of
stock, assets or an equivalent ownership interest or voting interest) of the
Company; and (e) any other entity in which the Company or any of its Affiliates
has a material equity interest and which is designated as an “Affiliate” by
resolution of the Committee; provided that the Common Stock subject to any Award
constitutes “service recipient stock” for purposes of Section 409A of the Code
or otherwise does not subject the Award to Section 409A of the
Code.

    


    (b)           “Applicable
Laws” means the legal requirements relating to the Plan and the Awards under
applicable provisions of the Code, the laws, rules, regulations and government
orders of the United States and the PRC, the rules of any applicable share
exchange or national market system, and the laws and the rules of any
jurisdiction applicable to Awards granted to residents therein.

     

    (c)           “Award”
means Options, Restricted Stock, Stock Appreciation Rights (SARs), Other
Stock-Based Award or any combination thereof, granted under the
Plan.

     

    (d)           “Award
Agreement” means the written agreement by which an Award shall be
evidenced.

    


    (e)           “Beneficiary”
means the beneficiary or beneficiaries designated in accordance with Section 5.8
hereof to receive the amount, if any, payable under the Plan upon the death of a
Participant.

    


    (f)             “Book
Value” means, as of any given date, on a per share basis (i) the stockholders'
equity in the Company as of the last day of the immediately preceding fiscal
year as reflected in the Company's consolidated balance sheet, subject to such
adjustments as the Committee shall specify at or after grant, divided by (ii)
the number of then outstanding shares of Common Stock as of such year-end date,
as adjusted by the Committee for subsequent events.

     

    (g)           “Board”
means the Board of Directors of the Corporation.

     

    (h)           “Change
in Control” means the occurrence of any of the following (i) the sale, lease,
transfer, conveyance or other disposition, in one or a series of related
transactions, of all or substantially all of the assets of the Corporation to
any person or group; or (ii) a transaction or series of transactions pursuant to
which any person or group (other than the Corporation or an affiliate
thereof) is or becomes the beneficial owner, directly or indirectly, of more
than 50% of the voting shares of the Corporation, including by way of merger,
consolidation or otherwise.

     

    (i)           “Code”
means the Internal Revenue Code of 1986, as amended from time to
time.

     

    (j)           “Committee”
means the committee appointed pursuant to Section 1.3 hereof or if no such
Committee is appointed, the Board.

     

    (k)           “Common
Stock” means the common stock, $.001 par value per share, of the
Corporation.

     

    (l)           “Corporation”
means China Green Agriculture, Inc.


    
      
         


      

      
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    (m)           “Effective
Date” means the date specified by the Board in its resolution adopting the Plan,
subject to the approval of the Plan by a majority of the votes cast by the
stockholders of the Company at the next annual or special meeting of
stockholders. Any grants made under the Plan prior to such approval shall be
effective when made (unless otherwise specified by the Committee at the time of
grant), but shall be conditioned on, and subject to, such approval of the Plan
by such stockholders.

     

    (n)           “Eligible
Individual” means any Key Employee, consultant or advisor of the Corporation or
any Subsidiary.

     

    (o)           “Exchange
Act” means the Securities Exchange Act of 1934, as
amended.  References to a particular section of, or rule under, the
Exchange Act includes references to successor provisions.

    


    (p)           “Fair
Market Value” shall be determined as of the last business day for which the
prices or quotes discussed in this sentence are available prior to the Grant
Date and shall mean (i) the closing selling price per share on that date of the
Common Stock on the principal national securities exchange on which the Common
Stock is traded, if the Common Stock is then traded on a national securities
exchange; or (ii) the closing bid price per share last quoted on that date by an
established quotation service for over-the-counter securities, if the Common
Stock is not then traded on a national securities exchange.

     

    (q)           “Incentive
Stock Option” means an Option to purchase Common Stock that qualifies as an
incentive stock option within the meaning of Section 422 of the
Code.

     

    (r)           “Immediate
Family” means, with respect to a particular Participant, the Participant’s
spouse, children and grandchildren.

     

    (s)           “Key
Employee” means any employee of the Corporation or any of its Subsidiaries,
including any officer or director who is also an employee, who, in the judgment
of the Committee, is considered important to the future of the
Corporation.  Nothing shall limit the Board from designating all or
substantially all employees as eligible for grants.

     

    (t)           “Mature
Shares” means Shares for which the holder thereof has good title, free and clear
of all liens and encumbrances, and which such holder either (i) has held for at
least six (6) months or (ii) has purchased from the open market.

     

    (u)           “Non-Employee
Director” means a member of the Board who qualifies as a “Non-employee Director”
as defined in Rule 16b-3(b)(3) of the Exchange Act, or any successor definition
adopted by the Board.

     

    (v)           “Non-qualified
Stock Option” means an Option to purchase Common Stock that does not qualify as
an Incentive Stock Option.

    


    (w)           “Option”
means an Incentive Stock Option or a Non-qualified Stock Option.

     

    (x)           “Option
Price” means the purchase price per Share of an Option.

     

    (y)           “Option
Term” means the period beginning on the Grant Date of an Option and ending on
the expiration date of such Option, as specified in the Award Agreement for such
Option and as may, in the discretion of the Committee, and consistent with the
provisions of the Plan, be extended from time to time.

    


    (z)              “Other
Stock-Based Award” means an Award under Section 5 of this Plan that is valued in
whole or in part by reference to, or is payable in or otherwise based on, Common
Stock, including, without limitation, a restricted stock unit or an Award valued
by reference to an Affiliate.

     

    (aa)           “Participant”
means an Eligible Individual who has been granted an Award or a Permitted
Transferee.

     

    (bb)           “Permitted
Transferee” means a person to whom an Award may be transferred or assigned in
accordance with Section 5.8 hereof.

     

    (cc)           “Plan”
means this Amended and Restated 2009 Equity Incentive Plan of China Green
Agriculuture, Inc., as the same may be amended from time to time.

     

    (dd)           “PRC”
means the People’s Republic of China.

     

    (ee)           “Restricted
Stock” means Shares which are subject to forfeiture if the Participant does not
satisfy the Restrictions specified in the Award Agreement applicable to such
Restricted Stock.

     

    (ff)           “Restricted
Period” means the period of time shares of Restricted Stock are subject to the
Restrictions specified in the Award Agreement applicable to such Restricted
Stock.


    
      
         


      

      
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    (gg)           “Restrictions”
means those restrictions and conditions placed upon Restricted Stock as
determined by the Board in accordance with Section 4.2 hereof.

    


    (hh)          “Rule
16b-3” means Rule 16b-3 of the SEC under the Exchange Act, as amended from time
to time, together with any successor rule.

     

    (ii)           “SEC”
means the Securities and Exchange Commission.

     

    (jj)           “Section
16 Participant” means a Participant who is subject to potential liability under
Section 16(b) of the Exchange Act with respect to transactions involving equity
securities of the Corporation.

     

    (kk)        
“Share” means a share of Common Stock.

     

    (ll)           “Stock
Appreciation Right” or “SAR” means a right granted under the Plan in connection
with an Option, or separately, to receive the appreciation in value of
Shares.

     

    (mm)           “Subsidiary”
means, for purposes of grants of Incentive Stock Options, a corporation as
defined in Section 424(f) of the Code (with the Corporation treated as the
employer corporation for purposes of this definition) and, for all other
purposes, a corporation or other entity with respect to which the
Corporation (i) in the case of a corporation, owns, directly or indirectly,
fifty percent (50%) or more of the then outstanding common stock or (ii) in the
case of any other entity, has a fifty percent (50%) or more ownership
interest.

     

    (nn)           “10%
Owner” means a person who owns capital stock (including stock treated as owned
under Section 424(d) of the Code) possessing more than ten percent (10%) of the
combined voting power of all classes of capital stock of the Corporation or any
Subsidiary where “voting power” means the combined voting power of the then
outstanding securities of a corporation entitled to vote generally in the
election of directors.

    


    1.3           Administration.  The
Plan shall be administered by the Committee, which, unless otherwise determined
by the Board, shall consist of two or more directors of the Corporation, all of
whom qualify as Non Employee Directors.  The number of members of the
Committee shall from time to time be increased or decreased, and shall be
subject to such conditions, in each case as the Board deems appropriate to
permit transactions in Shares pursuant to the Plan to satisfy such conditions of
Rule 16b-3 as then in effect.  In the event that the Compensation
Committee of the Board (the “Compensation Committee) meets the requirements set
forth in this Section 1.3 hereof, such Compensation Committee shall be the
Committee hereunder unless otherwise determined by the Board.

     

    A
majority of the members of the Committee shall constitute a
quorum.  The Committee may act at a meeting, including a telephonic
meeting, by action of a majority of the members present, or without a meeting by
unanimous written consent.

     

    Subject
to the express provisions of the Plan, the Committee shall have full and final
authority and discretion as follows:

     

    (i)           to
select the Participants from Eligible Individuals;

    


    (ii)           to
grant Options and/or Restricted Stock to Participants in such combination and in
such amounts as it shall determine and to determine the terms and conditions
applicable to each such Award, including the benefit payable under any SAR, and
whether or not specific Awards shall be identifiable with other specific Awards,
and if so whether they shall be exercisable cumulatively with, or alternatively
to, such other specific Award;

    


    (iii)           to
determine the amount, if any, that a Participant shall pay for Restricted Stock,
the nature of the Restrictions applicable to the Restricted Stock, and the
duration of the Restricted Period applicable to the Restricted
Stock;

    


    (iv)           to
determine the actual amount earned by each Participant with respect to such
Awards, the terms and conditions of all Award Agreements (which need not be
identical) and with the consent of the Participant, to amend any such Award
Agreement at any time, among other things, to permit transfers of such Awards to
the extent permitted by the Plan, except that consent of the Participant shall
not be required for any amendment which (A) does not adversely affect the rights
of the Participant or (B) is necessary or advisable (as determined by the
Committee) to carry out the purpose of the Award as a result of any change in
applicable law;

    


    (v)           
to determine consistent with the Code whether an Option that is granted to a
Participant is a Non-qualified Stock Option or an Incentive Stock Option, the
number of Shares to be covered by each such Option and the time or times when
and the manner in which each Option shall be exercisable;


    
      
         


      

      
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    (vi)           to
amend any Incentive Stock Option with the consent of the Participant so as to
make it a Non-qualified Stock Option;

    


    (vii)          to
cancel, with the consent of the Participant, any outstanding Award(s) and to
grant new Award(s) in substitution therefor;

    


    (viii)         to
grant a SAR in connection with the grant of an Option or
separately;

    


    (ix)           to
accelerate the exercisability (including exercisability within a period of less
than one year after the Grant Date) of, and to accelerate or waive any or all of
the terms and conditions applicable to, any Award or any group of Awards for any
reason and at any time, including in connection with a termination of employment
or consultancy;

    


    (x)           
subject to the provisions of the Plan, to extend the time during which any Award
or group of Awards may be exercised;

    


    (xi)          
to treat all or any portion of any period during which a Participant is on
military leave or on an approved leave of absence from the Corporation or a
Subsidiary as a period of employment or service of such Participant by the
Corporation or any Subsidiary for purposes of accrual of his or her rights under
his or her Awards;

    


    (xii)         
to interpret the Plan and make all determinations necessary or advisable for the
administration of the Plan including the establishment, amendment or revocation
from time to time of guidelines or regulations for the administration of the
Plan, to cause appropriate records to be established, and to take all other
actions considered necessary or advisable for the administration of the Plan;
and

    


    (xiii)        
to take any other action with respect to any matters relating to the Plan for
which it is responsible.

    


    All
decisions, actions or interpretations of the Committee on all matters relating
to the Plan or any Award Agreement shall be final, binding and conclusive upon
all parties.  No member of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
Award. 

    


    1.4           Participation.  The
Committee may, in its discretion, grant Awards to any Eligible Individual,
whether or not he or she has previously received an
Award.  Participation in the Plan shall be limited to those Key
Employees, consultants and advisors who have received written notification from
the Committee, or from a person designated by the Committee, that they have been
selected to participate in the Plan.  No such Eligible Individuals
shall at any time have the right to be a Participant unless selected by the
Committee pursuant to the Plan.  No Participant, having been granted
an Award, shall have the right to an additional Award in the future unless such
Award is granted by the Committee.

     

    1.5           Maximum number of Shares Available
for Awards.  Subject to adjustment in accordance
with  Section 5.2 hereof, the maximum number of Shares for which
grants under the Plan shall be available is 2,260,000.  In addition,
the Committee shall have the authority, in its sole discretion, to grant
additional Non-qualified Stock Options to a Participant who exercises an Option
and pays the exercise price in Common Stock, in a quantity equal to the number
of shares of Common Stock delivered to the Corporation upon such
exercise.  In the event any Awards granted under the Plan shall be
forfeited, terminate or expire, the number of Shares subject to such Award, to
the extent of any such forfeiture, termination or expiration, shall thereafter
again be available for grant under the Plan.  The Common Stock
distributed under the Plan may be authorized and unissued shares, shares held in
the treasury of the Corporation, or shares purchased on the open market by the
Corporation (at such time or times and in such manner as it may
determine).  The Corporation shall be under no obligation to acquire
Common Stock for distribution to Participants before such Common Stock is due
and distributable.

     

    1.6           Optional Awards.  In
the discretion of the Committee, American Depository Shares in an amount equal
to the number of Shares that otherwise would be distributed pursuant to an Award
may distributed in lieu of Shares in settlement of any Award.  If the
number of Shares represented by an American Depository Share is other than on a
one-to-one basis, the limitations of Section 1.5 shall be adjusted to reflect
the distribution of American Depository shares in lieu of Shares.  All
allotments and issues of Shares will be subject to any necessary consents under
Applicable Law and it shall be the responsibility of the Participant to comply
with any requirements to be fulfilled in order to obtain or obviate the
necessity for any such consent.

    


    1.7           Jurisdictional
Considerations.  In order to assure the viability of Awards
granted to Participants employed in various jurisdictions, the Committee may
provide for such special terms as it may consider necessary or appropriate to
accommodate differences in local law, tax policy or custom applicable in the
jurisdiction in which the Participant resides or is
employed.  Moreover, the Committee may approve such supplements to, or
amendments, restatements or alternative versions of, the Plan as it may consider
necessary or appropriate for such purposes without thereby affecting the terms
of the Plan as in effect for any other purpose; provided, however, that no such
supplements, amendments, restatements or alternative versions shall increase the
Share limitations contained in Section 1.5 of the
Plan.  Notwithstanding the foregoing, the Committee may not take any
actions hereunder, and no Awards shall be granted, that would violate any
Applicable Laws.


    
      
         


      

      
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    1.8           General Conditions to
Grants. The
Grant Date of an Award shall be the date on which the Committee grants the Award
or such later date as specified in advance by the Committee.  All
Awards shall be evidenced by an Award Agreement and any terms and conditions of
an Award not set forth in the Plan shall be set forth in the Award Agreement
related to that Award or in the Participant’s employment or other agreement with
the Corporation or any Subsidiary.

    


    SECTION
2.  Options

     

    2.1           Awards of
Options.  Subject to the provisions of the Plan, the Committee
shall determine and designate from time to time those Eligible Individuals to
whom Incentive Stock Options or Non-qualified Stock Options, or both, shall be
granted and the number of Shares to be granted to each such Eligible
Individual;  provided ,  however , that only Key Employees
may receive Incentive Stock Options and the aggregate fair market value
(determined at the time the Option is granted) of the shares with respect
to which any incentive stock options are exercisable for the first time by any
Key Employee during any calendar year under all incentive stock option plans of
the Corporation and any Subsidiary shall not exceed one hundred thousand dollars
($100,000) or such other limit set forth in Section 422 of the Code (the
“Limitations of the Code”).  If the aggregate fair market value of
such shares exceeds the Limitations of the Code, the excess Shares will be
treated as Non-qualified Options under this Plan.  In reducing the
number of Incentive Stock Options to meet the Limitations of the Code, the most
recently granted Incentive Stock Options shall be reduced first.  If a
reduction of simultaneously granted Options is necessary to meet the Limitations
of the Code, the Committee may designate which Shares are to be treated as
Shares acquired pursuant to an Incentive Stock Option.  In the event
that any Incentive Stock Options granted under the Plan fail to meet the
requirements for Incentive Stock Options as set forth in the Code, such
Incentive Stock Options will be treated as Non-qualified Stock Options under the
Plan.  In determining the Eligible Individuals who will be granted
Options under the Plan, the Committee may consider such individuals’
responsibilities, service, present and future value to the Corporation or any
Subsidiary and other factors it considers relevant.

    


    2.2           Terms and Conditions of
Options.  Except as otherwise provided in a Participant’s
employment or other agreement with the Corporation or any Subsidiary or in an
Award Agreement, each Option shall be subject to the following express terms and
conditions and to such other terms and conditions as the Committee may deem
appropriate as set forth in the Award Agreement or the Participant’s employment
or other agreement with the Corporation or any Subsidiary:

     

    (a)           Option
Term.  Each Option shall expire on the fifth (5th) anniversary of the
Grant Date or on such earlier date as may be specified in the Participant’s
Award Agreement or employment or other agreement with the Corporation or any
Subsidiary.  The Committee may extend such Option
Term;  provided,  however, that (i) such extension shall not
in any way disqualify the Option as an Incentive Stock Option and (ii) the
Option Term, including any such extensions, shall not exceed ten (10) years. The
Option Term of Incentive Stock Options granted to 10% Owners shall not exceed
five (5) years.

     

    (b)           Option
Price.  The Option Price per Share shall be determined by the
Committee no later than the Grant Date of any Option;  provided
,  however , (i) the Option Price shall not be less than the Fair
Market Value of a Share on the Grant Date, and (ii) in the case of an Incentive
Stock Option granted to a 10% Owner, the Option Price shall not be less than one
hundred ten percent (110%) of the Fair Market Value of a Share on the Grant Date
(but in no event less than the par value of a Share).  The Option
Price may be denominated in U.S. Dollars, Chinese Renminbi or other local
currency as determined by the Committee.

     

    (c)           Exercise
of Option.  The exercisability of an Option shall be determined by the
Committee.  Subject to acceleration or early expiration as provided
elsewhere in the Plan or in a Participant’s employment or other agreement with
the Corporation or any Subsidiary, the vesting of any Option granted under
the Plan shall be subject to the Participant remaining in the employ of or
maintaining a consultancy with the Corporation or any of its Subsidiaries and
shall vest (i) in five (5) equal installments of twenty percent (20%) of the
amount granted, with the first installment vesting on the June
30  next following the Grant Date and each other installment vesting
on each of the next four June 30  dates thereafter or (ii) in such
other amounts over such period of time after the Grant Date as the Committee may
designate.

    


    (d)           Disqualifying
Disposition.  The Award Agreement shall require any Participant who is
granted an Incentive Stock Option to notify the Corporation of any disposition
of such Shares issued upon the exercise of such Incentive Stock Option under the
circumstances described in Section 421(b) of the Code (relating to certain
disqualifying dispositions) (a “Disqualifying Disposition”) within ten (10)
business days after such Disqualifying Disposition.

     

    (e)           Payment
of Purchase Price upon Exercise.  The purchase price as to which an
Option shall be exercised shall be paid to the Corporation at the time of
exercise either (i) in cash, certified check or wire transfer denominated in
U.S. Dollars, Chinese Renminbi or other local currency,  (ii) in such
other consideration as the Committee deems appropriate, including, but not
limited to, loans from the Corporation or a third party and cashless exercise,
(iii) subject to the approval of the Committee, in Mature Shares already owned
by the Participant having a total fair market value, as determined by the
Committee, equal to the purchase price, or a combination of cash (denominated in
U.S. Dollars, Chinese Renminbi or other local currency) and Mature Shares having
a total fair market value, as so determined, equal to the purchase price, (iv)
subject to the approval of the Committee, in its sole discretion, by delivering
a properly executed exercise notice in a form approved by the Committee,
together with an irrevocable notice of exercise and irrevocable instructions to
a broker to promptly deliver to the Corporation the amount of applicable sale or
loan proceeds sufficient to pay the purchase price for such Shares, together
with the amount of federal, state and local withholding taxes payable by
Participant by reason of such exercise, (v) or (v) a combination of the
foregoing.


    
      
         


      

      
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    (f)          
 Exercise in the Event of Termination.  Unless otherwise provided
in a Participant’s employment or other agreement with the Corporation or any
Subsidiary or Award Agreement, the following provisions shall apply upon
termination of a Participant’s employment or consultancy with the Corporation or
any Subsidiary:
 

     

    (i)          
 Upon Termination For Any Reason Other Than Due to Death.  If a
Participant’s employment or consultancy with the Corporation or any Subsidiary
shall terminate for any reason other than by reason of his or her death, such
Participant may exercise his or her Options, to the extent that such Participant
shall have been entitled to do so on the date of such termination, at any time,
or from time to time, but not later than (x) the expiration date specified in
Subsection 2.2(a) hereof or (y) three (3) months after the date of such
termination, whichever date is earlier and any portion of any Option granted
hereunder that is not vested and exercisable as of the date of the Participant’s
termination of employment shall automatically expire and be forfeited as of such
date of termination.

    


    (ii)           Upon
Termination Due to Death.  In the event a Participant’s employment or
consultancy shall terminate by reason of his or her death, such Participant’s
Beneficiary, heirs or estate may exercise his or her Options, to the extent that
such Participant, if such Participant had not died, would have been entitled to
do so within the calendar year following such Participant’s death, at any
time, or from time to time, but not later than (x) the expiration date specified
in Subsection 2.2(a) hereof or (y) one year after the date of death, whichever
is earlier and any portion of any Option granted hereunder that would not have
vested and been exercisable within the calendar year following such
Participant’s death if such Participant had not died shall automatically expire
and be forfeited as of the date of such Participant’s death.

    


    (g)           Transferability
of Stock Options.  No Option granted under the Plan shall be
transferable other than by will or by the laws of descent and distribution of
the jurisdiction wherein the Participant is domiciled at the time of his or her
death, and during the lifetime of the Participant, shall be exercisable only by
the Participant or his or her guardian or legal
representative. 

    


    (h)           Investment
Representation.  Each Award Agreement for an Option shall provide (or
be deemed to provide) that, upon demand by the Committee for such a
representation, the Participant (or any person acting under Subsection 2.2(e)
hereof) shall deliver to the Committee, at the time of any exercise of an Option
or portion thereof, a written representation that the Shares to be acquired upon
such exercise are to be acquired for investment and not for resale or with a
view to the distribution thereof.  Upon such demand, delivery of such
representation prior to the delivery of any Common Stock issued upon exercise of
an Option and prior to the expiration of the Option Term shall be a
condition precedent to the right of the Participant or such other person to
purchase any Common Stock.  In the event certificates for Common Stock
are delivered under the Plan with respect to which such an investment
representation has been obtained, the Committee may cause a legend or legends to
be placed on such certificates to make appropriate reference to such
representations and to restrict transfer in the absence of compliance with
applicable federal, state or other governmental
securities laws.

     

    (i)           Participants
to Have No Rights as Shareholders.  No Participant shall have any
rights as a shareholder with respect to any Common Stock subject to his or her
Option prior to the date of issuance to him or her of such Common
Stock.

     

    (j)           Other
Option Provisions.  The Committee may require a Participant to agree,
as a condition to receiving an Option under the Plan, that part or all of any
Options previously granted to such Participant under the Plan or any prior plan
of the Corporation be terminated.

     

    2.3         Exercise of Options. An Option shall be
exercised by the delivery to the Corporation during the Option Term of (x)
written notice of intent to purchase a specific number of Shares subject to the
Option and (y) payment in full of the Option Price of such specific number of
Shares, pursuant to subsection 2.3(e).

     

    SECTION
3.   Stock Appreciation Rights

    


    3.1         Award of Stock Appreciation
Rights. Subject to the
provisions of the Plan, the Committee shall determine and designate from time to
time those Eligible Individuals to whom SARs shall be granted and the number of
Shares to be granted to each such Eligible Individual.  When granted,
SARS may, but need not, be identified with a specific Option (including
any Option granted on or before the Grant Date of the SARs) in a number
equal to or different from the number of SARs so granted.  If SARs are
identified with Shares subject to an Option, then, unless otherwise provided in
the applicable Award Agreement, the Participant’s associated SARs shall
terminate upon (x) the expiration, termination, forfeiture or cancellation of
such Option, or  (y) the exercise of such Option.

    


    3.2    
    Strike
Price.  The
strike price (“Strike Price”) of any SAR shall equal, for any SAR that is
identified with an Option, the Option Price of such Option, or for any other
SAR, 100% of the Fair Market Value of a Share on the Grant Date of such SAR;
except that the Committee may (x) specify a higher Strike Price in the Award
Agreement or (y) provide that the benefit payable upon exercise of any SAR
shall not exceed a percentage of Fair Market Value of a Share on such Grant Date
as the Committee shall specify.

    


    3.3      
  Vesting of
SARs. Unless
otherwise specified in the applicable Award Agreement or in the Participant’s
employment or other agreement with the Corporation or any Subsidiary, (x) each
SAR not identified with any other Award shall become exercisable with respect to
20% of the Shares subject thereto on each of the first five June 30 dates
following the Grant Date of such SAR or in such other amounts and over such
other time period as may be determined by the Committee and (y) each SAR which
is identified with any other Award shall become exercisable as and to the extent
that the Option with which such SAR is identified may be
exercised.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


    3.4         Exercise of SARs. SARs shall be exercised
by delivery to the Corporation of written notice of intent to exercise a
specific number of SARs.  Unless otherwise provided in the applicable
Award Agreement or a Participant’s employment or other agreement with the
Corporation or any Subsidiary, the exercise of SARs that are identified with
Shares subject to an Option shall result in the cancellation or forfeiture of
such Option, to the extent of such exercise and any such Shares so canceled or
forfeited shall not thereafter again become available for grant under the
Plan.  The benefit for each SAR shall be equal to (x) the Fair Market
Value of the Share on the date of such exercise, minus (y) the Strike Price of
such SAR.  Such benefit shall be payable in cash (subject to
applicable withholding), except that the Committee may provide in the applicable
Award Agreement that benefits may be paid wholly or partly in
Shares.

    


    3.5         No Rights as
Shareholders.  No Participant shall have any rights as a
shareholder with respect to any Common Stock subject to his or her
SAR.

    


    3.6         Exercise in the Event of
Termination.  Unless otherwise provided in a Participant’s
employment or other agreement with the Corporation or any Subsidiary or Award
Agreement, the following provisions shall apply upon termination of a
Participant’s employment or consultancy with the Corporation or any
Subsidiary:
 

    


    (i)           Upon
Termination For Any Reason Other Than Due to Death.  If a
Participant’s employment or consultancy with the Corporation or any Subsidiary
shall terminate for any reason other than by reason of his or her death, such
Participant may exercise his or her SARs, to the extent that such Participant
shall have been entitled to do so on the date of such termination, at any time,
or from time to time, but not later than (x) the expiration date specified in
Subsection 2.2(a) hereof or (y) three (3) months after the date of such
termination, whichever date is earlier, and any SARs granted hereunder that are
not vested and exercisable as of the date of the Participant’s termination of
employment shall automatically expire and be forfeited as of such date of
termination.

    


    (ii)           Upon
Termination Due to Death.  In the event a Participant’s employment or
consultancy shall terminate by reason of his or her death, such Participant’s
Beneficiary, heirs or estate may exercise his or her SARs, to the extent that
such Participant, if such Participant had not died, would have been entitled to
do so within the calendar year following such Participant’s death, at any time,
or from time to time, but not later than (x) the expiration date specified in
Subsection 2.2(a) hereof or (y) one year after the date of death, whichever is
earlier and any SARs granted hereunder that would not have vested and been
exercisable within the calendar year following such Participant’s death if such
Participant had not died shall automatically expire and be forfeited as of the
date of such Participant’s death.

    


    SECTION
4.   Restricted Stock

    


    4.1    
    Awards
of Restricted Stock.  Restricted Stock awarded under the Plan
shall be subject to certain Restrictions as provided below.   All
Restrictions imposed on any such Award of Restricted Stock shall be made by and
at the discretion of the Committee, subject to the provisions of the Plan, and
are binding on the Corporation and the Participants, their Beneficiaries and
legal representatives.

    


    4.2         Restricted Period/Restrictions.  At
the time each Award of Restricted Stock is granted, the Committee (i) shall
establish a Restricted Period within which Restricted Stock awarded to the
Participants may not be sold, assigned, transferred, made subject to gift, or
otherwise disposed of, mortgaged, pledged or otherwise encumbered, if any and
(ii) may impose such other Restrictions on any Restricted Stock as it may deem
advisable.

    


    4.3         Rights as
Stockholders.  Except for the conditions outlined in Section
4.2 hereof, and the forfeiture conditions described in Section 4.5 hereof, each
Participant shall have all rights of a holder of Common Stock, including the
right to receive all dividends or other distributions made or paid in respect of
such Shares and the right to vote such Shares at regular or special meetings of
the stockholders of the Corporation.

    


    4.4         Delivery of
Shares.  The certificates for any Restricted Stock awarded to
an Eligible Individual under the Plan shall be held (together with a stock power
executed in blank by the Eligible Individual) in escrow by the Secretary of the
Corporation under the Participant’s name in an account maintained by the
Corporation until such Shares of Restricted Stock become nonforfeitable or are
forfeited.  At the conclusion of the Restricted Period or the
expiration or attainment of such other Restrictions imposed on any Restricted
Stock granted to a Participant, or upon the prior approval of the Committee as
described in Section 4.5 hereof, and subject to the satisfaction of the
Corporation’s withholding obligations described in Section 5.7 hereof,
certificates representing such Shares of Restricted Stock shall be delivered to
the Participant, or the Beneficiary or legal representative of the Participant,
free of the Restrictions set forth in the Award Agreement pursuant to
Section 4.2 hereof.

    


    4.5         Termination of a
Participant’s Employment or
Consultancy.   Unless otherwise provided in the Award
Agreement or in the Participant’s employment or other  agreement with
the Corporation or any Subsidiary, the following provisions shall apply upon
termination of a Participant’s employment or consultancy with the Corporation or
any Subsidiary:
 


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    (i)           Upon
Termination for any Reason other than Due to Death.  If a
Participant’s employment or consultancy with the Corporation or any Subsidiary
is terminated, except termination due to death, all Restricted Stock awarded
under the Plan which are then subject to a Restricted Period or other
Restrictions will be forfeited and become the property of the Corporation
on the date of such termination.  However, the Committee may, if it,
in its sole discretion, determines that the circumstances warrant such action,
approve the release of all or any part of the Restricted Stock that would
otherwise be forfeited pursuant to this Section, upon such conditions as it
shall determine.

    


    (ii)           Upon
Termination Due to Death.  If a Participant’s employment or
consultancy with the Corporation or a Subsidiary is terminated due to death, all
Shares of Restricted Stock awarded under the Plan which are then subject to a
Restricted Period or other Restrictions and which would have been released, if
the Participant had not died, within the calendar year following the
Participant’s death shall be released on the date of such termination as if with
respect to such Shares the Restricted Period had ended and the other
Restrictions had lapsed and certificates representing such Shares of Restricted
Stock shall be delivered to the Participant’s Beneficiary or legal
representative free from such Restrictions as soon as practicable following such
termination and all other Shares of Restricted Stock that would not have been
released, if the Participant had not died, within the calendar
year following the Participant’s death will be forfeited and become the
property of the Corporation on the date of such termination.

    


    4.6         Section 83(b)
Elections.  A Participant who files an election permitted under
Section 83(b) of the Code with the Internal Revenue Service to include the fair
market value of any Restricted Stock in gross income while they are still
subject to a Restricted Period or other Restrictions shall notify the
Corporation of such election within ten (10) days of making such election and
promptly furnish the Corporation with a copy of such election, together with the
amount of any federal, state, local or other taxes required to be withheld to
enable the Corporation to claim an income tax deduction with respect to such
election.

    


    SECTION
5.   Other Stock-Based Awards

    


    5.1          Administration.

    


    (i)           Other
awards of Shares and other awards that are valued in whole or in part by
reference to, or are otherwise based on, Shares ("Other Stock-Based Awards"),
including, without limitation, performance shares, convertible preferred stock
(to the extent a series of preferred stock has been or may be created by, or in
accordance with a procedure set forth in, the Company's articles of
incorporation), convertible debentures, warrants, exchangeable securities and
Share awards or options valued by reference to Fair Market Value, Book Value or
performance of the Company or any Subsidiary, Affiliate or division, may be
granted either alone or in addition to or in tandem with Options, Stock
Appreciation Rights, Restricted Stock, granted under the Plan and/or cash awards
made outside of the Plan.

    


               (ii)           Subject
to the provisions of the Plan, the Committee shall have authority to determine
the persons to whom and the time or times at which such award shall be made, the
number of Shares to be awarded pursuant to such awards, and all other conditions
of the awards. The Committee may also provide for the grant of Shares upon the
completion of a specified performance period. The provisions of Other
Stock-Based Awards need not be the same with respect to each
recipient.

    


    5.2           Terms and Conditions. Other
Stock-Based Awards made pursuant to this Section 5 shall be subject to the
following terms and conditions:

    


    (i)           Subject
to the provisions of the Plan and the award agreement, Shares subject to
awards

    made
under this Section 5 may not be sold, assigned, transferred, pledged or
otherwise encumbered prior to the date on which the Shares are issued, or, if
later, the date on which any applicable restriction, performance or deferral
period lapses.

    


    (ii)           Subject
to the provisions of the Plan and the award agreement and unless otherwise
determined by the Committee at grant, the recipient of an award under this
Section 5 shall be entitled to receive, currently or on a deferred basis,
interest or dividends or interest or dividend equivalents with respect to the
number of shares covered by the award, as determined at the time of the award by
the Committee, in its sole discretion, and the Committee may provide that such
amounts (if any) shall be deemed to have been reinvested in additional Stock or
otherwise reinvested.

    


    (iii)         Any
award under Section 5 and any Shares covered by any such award shall vest or be
forfeited to the extent so provided in the award agreement, as determined by the
Committee, in its sole discretion.

    


    (iv)         In
the event of the Participant's or death, or in cases of special circumstances,
the Committee may, in its sole discretion, waive in whole or in part any or all
of the remaining limitations (if any) imposed with respect to any or all of an
award pursuant to this Section 5.

    


    (v)          Each
award under this Section 5 shall be confirmed by, and subject to the terms of,
an agreement or other instrument by the Company and by the
Participant.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    (vi)        
   Shares issued on a bonus basis under this Section 5 may be
issued for no cash consideration.

    


    SECTION
6           Change in
Control Provisions

     

    6.1           Benefits.  In the
event of a Change in Control of the Company, and except as otherwise provided by
the Committee in an award agreement or in a written employment agreement between
the Company and a Participant, a Participant’s unvested Award shall vest and a
Participant’s Award shall be treated in accordance with one of the following
methods as determined by the Committee in its sole discretion:

     

    
      	 
      	
              (a)

            	
              Awards,
      whether or not then vested, shall be continued, assumed, have new rights
      substituted therefor, as determined by the Committee in its sole
      discretion, and restrictions to which any shares of Restricted Stock or
      any other Award granted prior to the Change in Control are subject shall
      not lapse upon a Change in Control and the Restricted Stock or other Award
      shall, where appropriate in the sole discretion of the Committee, receive
      the same distribution as other Common Stock on such terms as determined by
      the Committee; provided that, the Committee may, in its sole discretion,
      decide to award additional Restricted Stock or other Award in lieu of any
      cash distribution. Notwithstanding anything to the contrary herein, for
      purposes of Incentive Stock Options, any assumed or substituted Option
      shall comply with the requirements of Treasury Regulation §  1.424-1
      (and any amendments thereto).

            


    

     

    
      
        	 
      	
                (b)

              	
                The
      Committee, in its sole discretion, may provide for the purchase of any
      Awards by the Company or an Affiliate for an amount of cash equal to the
      excess of the Change in Control Price (as defined below) of the shares of
      Common Stock covered by such Awards, over the aggregate exercise price of
      such Awards. For purposes of this Section 6.1, “Change
      in Control Price” shall mean the highest price per share of Common
      Stock paid in any transaction related to a Change in Control of the
      Company.

              


      

    

     

    
      	 
      	
              (c)

            	
              The
      Committee may, in its sole discretion, provide for the cancellation of any
      Awards without payment, if the Change in Control Price is less than the
      Fair Market Value of such Award on the date of
  grant.

            


    

     

    
      	 
      	
              (d)

            	
              Notwithstanding
      anything else herein, the Committee may, in its sole discretion, provide
      for accelerated vesting or lapse of restrictions, of an Award at the time
      of grant or at any time thereafter.

            


    

    


    SECTION
7.   General Provisions

    


    7.1           General Creditor
Status.  Participants shall have no right, title or interest
whatsoever in or to any investments which the Corporation may make to aid it in
meeting its obligations under the Plan.  Nothing contained in the
Plan, and no action taken pursuant to its provisions, shall create or be
construed to create a trust of any kind, or a fiduciary relationship between the
Corporation and any Participant, Beneficiary, legal representative or any
other person.  To the extent that any person acquires a right to
receive payments from the Corporation under the Plan, such right shall be no
greater than the right of an unsecured general creditor of the
Corporation.  All payments to be made hereunder shall be paid from the
general funds of the Corporation and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in the
Plan;  provided,  however , that in its sole discretion, the
Committee may authorize the creation of trusts or other arrangements to meet the
obligations created under the Plan to deliver Common Stock or pay cash;
provided,  further,  however, that, unless the Committee
otherwise determines with the consent of the affected Participant, the existence
of such trusts or other arrangements shall be consistent with the “unfunded”
status of the Plan.

    


    7.2           Certain Adjustments to Shares.  In the
event of any change in the Common Stock by reason of any stock dividend,
recapitalization, reorganization, spin-off, split-off, merger, consolidation,
stock split, reverse stock split, combination or exchange of shares, or any
rights offering to purchase Common Stock at a price substantially below fair
market value, or of any similar change affecting the Common Stock of or by the
Corporation, the number and kind of Shares available for Awards under the Plan
and the number and kind of Shares subject to a Restricted Period or other
Restrictions or subject to Options in outstanding Awards and the Option Price or
purchase price per Share thereof shall be appropriately adjusted consistent with
such change in such manner as the Committee may deem equitable to prevent
substantial dilution or enlargement of the rights granted to, or available for,
the Participants hereunder.  Any adjustment of an Incentive Stock
Option pursuant to this Section shall be made only to the extent not
constituting a “modification” within the meaning of Section 424(h)(3) of the
Code, unless the holder of such Option shall agree otherwise.  The
Committee shall give notice to each Participant of any adjustment made pursuant
to this Section and, upon notice, such adjustment shall be effective and binding
for all purposes of the Plan.

    


    7.3           Successor
Corporation.  The obligations of the Corporation under the Plan
shall be binding upon any successor corporation or organization resulting from
the merger, consolidation or other reorganization of the Corporation, or upon
any successor corporation or organization succeeding to substantially all of the
assets and business of the Corporation.  The Corporation agrees that
it will make appropriate provision for the preservation of Participants’ rights
under the Plan in any agreement or plan which it may enter into or adopt to
effect any such merger, consolidation, reorganization or transfer of
assets.


    
      
         


      

      
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    7.4           No Claim or Right Under the
Plan.  Neither the Plan nor any action taken thereunder shall
be construed as giving any employee, consultant or advisor any right to be
retained in the employ of or by the Corporation.

    


    7.5           Awards Not Treated as Compensation
Under Benefit Plans.  No Award shall be
considered as compensation under any employee benefit plan of the Corporation,
except as specifically provided in any such plan or as otherwise determined by
the Board.

    


    7.6           Listing and Qualification of Common
Stock.  The Corporation, in its discretion, may postpone the
issuance or delivery of Common Stock upon any exercise of an Option or pursuant
to an Award of Restricted Stock until completion of such stock exchange listing
or other qualification of such shares under any state, federal or other
governmental law, rule or regulation as the Corporation may consider
appropriate, and may require any Participant, Beneficiary or legal
representative to make such representations and furnish such information as it
may consider appropriate in connection with the issuance or delivery of the
shares in compliance with applicable laws, rules and
regulations. 

    


    7.7           Withholding
Taxes.  The Corporation may make such provisions and take such
steps as it may deem necessary or appropriate for the withholding of all
federal, state and local taxes required by law to be withheld, including,
without limitation, taxes required to be withheld under the tax laws, rules and
regulations and governmental orders of PRC, with respect to Awards granted
pursuant to the Plan, including, but not limited to, (i) accepting a
remittance from the Participant in cash, or in the Committee’s discretion in
Mature Shares (ii) deducting the amount required to be withheld from any other
amount then or thereafter payable by the Corporation or Subsidiary to a
Participant, Beneficiary or legal representative or from any Shares due to the
Participant under the Plan, (iii) requiring a Participant, Beneficiary or legal
representative to pay to the Corporation the amount required to be withheld as a
condition of releasing Common Stock or (iv) any combination of the
foregoing.  In addition, subject to such rules and regulations as the
Committee shall from time to time establish, Participants shall be permitted to
satisfy federal, state and local taxes, if any, imposed upon the payment of
Awards in Common Stock at a rate up to such Participant’s maximum marginal tax
rate with respect to each such tax by (i) irrevocably electing to have the
Corporation deduct from the number of Shares otherwise deliverable in payment of
an Award such number of Shares as shall have a value equal to the amount of tax
to be withheld, (ii) delivering to the Corporation such portion of the Common
Stock delivered in payment of the Award as shall have a value equal to the
amount of tax to be withheld, or (iii) delivering to the Corporation such number
of Mature Shares or combination of Mature Shares and cash as shall have a value
equal to the amount of tax to be withheld.

    


    7.8           Non-transferability/Designation and
Change of Beneficiary.

    


    (a)           An
Award granted hereunder shall not be assignable or transferable other than by
will or by the laws of descent and distribution of the jurisdiction wherein the
Participant is domiciled at the time of his or her death and may be exercised
during the Participant’s lifetime only by the Participant or his or her guardian
or legal representative.

    


    (b)           Each
Participant shall file with the Committee a written designation of one or more
persons as the Beneficiary who shall be entitled to receive the amount, if any,
payable under the Plan upon his or her death.  A Participant may, from
time to time, revoke or change his or her Beneficiary designation without the
consent of any prior Beneficiary by filing a new designation with the
Committee.  The last such designation received by the Committee shall
be controlling;  provided ,  however , that no designation,
or change or revocation thereof, shall be effective unless received by the
Committee prior to the Participant’s death, and in no event shall it be
effective as of a date prior to such receipt. 

    


    7.9           Payments to Persons Other Than A
Participant.  If the Committee shall find that any person to
whom any amount is payable under the Plan is unable to care for his or her
affairs because of illness or accident, or is a minor, or has died, then any
payment due to such person or his or her estate (unless a prior claim therefor
has been made by a duly appointed legal representative) may, if the Committee so
directs the Corporation, be paid to his or her spouse, a child, a relative, an
institution maintaining or having custody of such person, or any other person
deemed by the Committee to be a proper recipient on behalf of such person
otherwise entitled to payment.  Any such payment shall be a complete
discharge of the liability of the Committee and the Corporation
therefor.

    


    7.10         Designated
Participants.

    


    (a)      
     If the Committee determines in its sole discretion
that an appointment is necessary or desirable to comply with the regulatory
requirements in the PRC, it may appoint the Corporation, a Subsidiary or any
other institution or organization registered outside of the PRC (a “Trustee”) to
hold the interest and exercise the rights granted under the Plan of any
Participant (a “Designated Participant”) who either is a national of and
ordinary resident in the PRC or is otherwise designated by the Committee as a
Designated Participant.  In relation to any such appointment, the
Trustee will undertake to do the following for and on behalf of the Designated
Participant, subject at all times to the Committee’s supervision:

    


    (i)           execute
the relevant Award Agreement with the Corporation; 

    


    (ii)          hold
the Award (a “Designated Award”) for the benefit of the Designated
Participant;

    


    (iii)         take
such actions as the Designated Participant may instruct from time to time in
connection with the Designated Award or otherwise in relation to the Designated
Participant’s beneficial interest under the Plan or under the Award Agreement,
including taking such actions as may be necessary to exercise the Designated
Award under the terms of Section 2.2(c) of the Plan and making payment under the
terms of Section 2.2(e) of the Plan; and


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    (iv)         after
deducting its costs, fees and expenses as contemplated under subsection 5.10(d),
hold, or at the Designated Participant’s direction remit to the Designated
Participant, the net proceeds of sales or other transactions involving the
Designated Award or, as applicable, shares of Common Stock underlying such
Award.

    


    (b)           Without
limiting the scope of its authorities under Section 2.1 or any other provision
of the Plan, the Committee may at any time impose restrictions on the method of
exercise of a Designated Award, such that upon exercise of the Designated Award,
the Designated Participant (or the Trustee acting on the Designated
Participant’s behalf) does not receive Shares and receives solely cash, in the
amount and denomination determined under Section 2.2(e).

    


    (c)           An
appointment of a Trustee pursuant to the terms of this Section to hold the
interest and exercise the rights for the benefit of the Designated Participant
shall terminate at such time as the Committee determines in its sole discretion
that such appointment is no longer necessary or desirable in order to
comply with regulatory requirements in the PRC.

    


    (d)           The
Trustee may deduct from the proceeds of sales or other transactions involving
the Designated Award or, as applicable, Shares underlying such Award, any costs,
fees and expenses of the Trustee in relation to its appointment under this
Section.  The Trustee will, under no circumstances, otherwise require
the Designated Participant to compensate it for any of its costs, fees, expenses
or losses.

    


    7.11           No Liability of Committee
Members.  No member of the Committee shall be personally liable
by reason of any contract or other instrument executed by such member or on his
or her behalf in his or her capacity as a member of the Committee nor for any
mistake of judgment made in good faith, and the Corporation shall indemnify and
hold harmless each employee, officer or director of the Corporation to whom any
duty or power relating to the administration or interpretation of the Plan may
be allocated or delegated, against any cost or expense (including counsel fees)
or liability (including any sum paid in settlement of a claim with the approval
of the Board) arising out of any act or omission to act in connection with the
Plan unless arising out of such person’s own fraud or bad faith.  The
indemnification provided for in this Section 5.11 shall be in addition to any
rights of indemnification such Committee member has as a director or officer
pursuant to law, under the Certificate of Incorporation or By-Laws of the
Corporation.

    


    7.12           Amendment or
Termination.  Except as to matters that in the opinion of the
Corporation’s legal counsel require stockholder approval, any provision of the
Plan may be modified as to a Participant by an individual agreement approved by
the Committee.  The Board may, with prospective or retroactive effect,
amend, suspend or terminate the Plan or any portion thereof at any
time;  provided ,  however , that (i) no amendment that
would materially increase the cost of the Plan to the Corporation may be made by
the Board without the approval of the stockholders of the Corporation and (ii)
no amendment, suspension or termination of the Plan shall deprive any
Participant of any rights to Awards previously made under the Plan without his
or her written consent.  Subject to earlier termination pursuant to
the provisions of this Section, and unless the stockholders of the Corporation
shall have approved an extension of the Plan beyond such date,   the Plan shall
terminate and no further Awards shall be made under the Plan after the tenth (10
th ) anniversary of the Effective Date of the Plan.

    


    7.13           Unfunded Plan.  The
Plan is intended to constitute an unfunded deferred compensation
arrangement.

    


    7.14           Governing Law. The Plan shall be
governed by and construed in accordance with the laws of the State of Delaware,
without reference to the principles of conflicts of law thereof.

    


    7.15           Non-uniform
Determinations. The Committee’s
determinations under the Plan need not be uniform and may be made by the
Committee selectively among persons who receive, or are eligible to receive,
Awards whether or not such persons are similarly situated.  Without
limiting the generality of the foregoing, the Committee shall be entitled, to
enter into non-uniform and selective Award Agreements as to (a) the identity of
the Participant, (b) the terms and provisions of Awards, and (c) the treatment
of termination of employment or consultancies.

    


    7.16           No Illegal
Transactions.   The Plan and all Awards granted pursuant
to it are subject to all applicable laws and
regulations.  Notwithstanding any provision of the Plan or any Award,
Participants shall not be entitled to exercise or receive benefits under, any
Award, and the Corporation shall not be obligated to deliver any Shares or
deliver any benefits to a Participant, if such exercise or delivery would
constitute a violation by the Participant or the Corporation of any applicable
law or regulation.

    


    7.17           Severability.  If any part of the Plan
is declared by any court of governmental authority to be unlawful or invalid,
such unlawfulness or invalidity shall not invalidate any other part of the
Plan.  Any Section or part of a Section so declared to be unlawful or
invalid shall, if possible, be construed in a manner which will give effect to
the terms of such Section to the fullest extent possible while remaining lawful
and valid.